When a Corporation Changes Its Address, It Should Update Its Address with the NYS Department of State Twice

Yes, that’s right, TWICE!  We all know that whenever a corporation changes its address, it should notify the Department of State, so that the Department of State (“DOS”) will be able to forward to the corporation’s new address any process (lawsuits) it receives on the corporation’s behalf.  You can accomplish this update by filing a “Certificate of Change” with the DOS.

However, a “Certificate of Change” is used by the DOS only to make certain changes: 1) change of county location, i.e., from Westchester to Rockland county; 2) change the address to where the Department of State forwards process received on the corporation’s behalf and 3) change of information regarding the registered agent.

That’s it.  Oddly enough, the “Certificate of Change” will NOT change the location of the corporation’s new “Principal Executive Office”.  For the DOS to officially change this item of information, you have to request the corporation’s last “Biennial Statement” from the Department of State (e-mail: corporations@dos.ny.gov), update the information on that form and file it with the DOS. 

This is important to do because the DOS will mail Biennial Statements to the address of the corporation’s “Principal Executive Office”, regardless of where the DOS forwards process.  And, if the corporation fails to file its Biennial Statement, because it never received it, it faces dissolution by the DOS.

One last bit of information: it’s $30 to file the “Certificate of Change” and $9 to file the updated Biennial Statement.    

If you would like more information regarding this topic please contact Michael Irwin Silverstein at msilverstein@wbgllp.com or call (914) 607-6415